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DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

EVANS, JONES & REYNOLDS

A Professional Corporation 1810 First Union Tower
150 Fourth Avenue North Nashville, TN  37219-2424 (615) 259-4685 

By-Laws

BK 1179  PG 121


TABLE OF CONTENTS

ARTICLE I

Definitions

 

1.1        "Additional Phases"

1.2        "Association"

1.3        "Polk Place"

1.4        "Common Area" or "Common Areas"

1.5        "Declaration"

1.6        "Developer"

1.7        "Lot"

1.8        "Member"

1.9        "Owner"

1.10      "Occupant"

1.11      "Person"

1.12      "Phase I"

1.13      "Plat"

1.14      "Properties"

1.15      "Successor Developer"

1.16      "Supplementary Declaration(s)"

ARTICLE II
Property Rights 

2.1        Initial Properties Subject to Declaration.

2.2        Additional Phases.

2.3        Supplementary Declarations.

2.4        Consent to Rezoning.

2.5        Extension of Development Rights to Adjacent Property.

2.6        Construction Sections.

2.7        Association Rights.

 

ARTICLE III

Architectural Maintenance and Use Restrictions

 

3.1        Approval of Plans

3.2        Structure Compliance

3.3        General Design Standards

3.3.1     Landscape Design and Construction

3.3.2     Signage

3.3.2.1  Neighborhood Entrance Signs

3.3.2.2  Temporary Signs

3.3.3     Lighting

3.3.4     Objectional Uses

3.3.5     Screening - Garbage Cans

3.3.6     Animals and Pets

3.3.7     Nuisance and Hazardous Substances

3.3.8     Unsightly or Unkempt Conditions

3.3.9     Antennas

3.3.10   Clotheslines, Garbage Cans, Tanks, Etc.

3.3.11   Subdivision of Unit

3.3.12   Guns

3.3.13   Pools

3.3.14   Irrigation

3.3.15   Trailers and Temporary Structures

3.3.16   Drainage

3.3.17   Utility Lines

3.3.18   Air Conditioning Units

3.3.19   Lighting

3.3.20   Artificial Vegetation, Exterior Sculpture, and Similar Items

3.3.21   Energy Conservation Equipment

3.3.22   Mailboxes

3.3.23   Playground

3.3.24   Fences

3.3.25   Business Use

3.3.26   Skateboards

3.4.       General Residential Standards

3.4.1     Building Design

3.4.2     Landscaping, Walls, Fences, and Sidewalks

3.4.3     Construction Standards

3.4.4     General Building and Design Standards

3.4.5     Design Standards for Single Family Residences

ARTICLE IV

Association Membership and Voting Rights 

4.1        Membership.

4.2        Voting and Voting Rights.

4.3        Method of Voting.

4.4        First Meeting of Members.

4.5        Working Capital Fund.

4.6        Acceptance of Development.

 

ARTICLE V

Common Area Property Rights and Maintenance Assessments 

5.1        Common Areas.

5.2        Assessment for Maintenance of Common Areas.

5.3        Creation of Lien and Personal Obligation of Assessments.

5.4        Levy of Assessment.

5.5        Maximum Annual Assessment.

5.6        User Fee.

5.7        Effect of Non-Payment of Assessments and Remedies of the Association.

5.8        Insurance.

5.9        Individual Insurance.

5.10      Disbursement of Proceeds.

5.11      Damage and Destruction.

5.12      Repair and Reconstruction.

 

ARTICLE VI

Easements 

6.1        General.

6.2        Development and Construction.

6.3        Emergency.

6.4        Utilities.

 

ARTICLE VII

Mortgagee Provisions 

7.1        Notices of Action.

7.2        Special Provision.

7.3        No Priority.

7.4        Notice to Association.

7.5        Amendment by Board.

7.6        Applicability of Article VII.

7.7        Failure of Mortgagee to Respond.

 

ARTICLE VIII

General Provisions 

8.1        Exercise of Powers.

8.2        Duration.

8.3        Amendment.

8.4        Enforcement.

8.5        Headings and Binding Effect.

8.6        Unintentional Violation of Restrictions.

8.7        Books and Records. 

8.8        Conflicts.

8.9        Binding Effect.

 

ARTICLE IX

Regulation by the City of Franklin 

ARTICLE X

Developer's Reserved Rights


 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

 FOR

POLK PLACE 

            THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS is made this 17 day of March, 1994, by and between POLK PLACE ONE, L.P., a limited partnership organized under the laws of Tennessee, herein sometimes referred to as the "Developer", and any and all persons, firms or corporations presently owning or hereafter acquiring any of the within described property:

 W I T N E S S E T H 

            WHEREAS, Developer is the owner of the real property located in Franklin, Williamson County, Tennessee, containing approximately 59.405 + acres, which is shown on the Preliminary Plat of Polk Place Subdivision on file in the Office of the Planning Department of the City of Franklin, and said property includes, together with additional acreage, the land described in  Exhibits "A" and "B" attached hereto, and designated as Section One and Section Two, respectively, and collectively referred to as Tract I; the additional acreage shown on the said Preliminary Plat is referred to herein as Tract II; the land included in the Preliminary Plat, which includes a total of approximately 50 acres, is part of, but not all of the land conveyed to Polk Place One, L.P. by Warranty Deed from Joseph H. Holliday, III and others, and a separate Deed for an additional tract of land from Sarah Dallas Holliday, recorded in Book 1083 at Page 597 and Page 604, respectively, R.O.W.C., both Deeds being dated June 8, 1993.  (Part of the land included in the two deeds is not included within the Plat or this Subdivision.) 

            WHEREAS, the Developer by this Declaration desires to provide a flexible and reasonable procedure for the overall development of all of said lands, and any additions thereto, and to establish a method for the administration, maintenance, preservation, use and enjoyment of such Properties as are now or hereafter subjected to this Declaration; 

            NOW, THEREFORE, in consideration of the premises, Developer, with any and all persons, firms, corporations, or other entities hereafter acquiring all or any of the property hereinafter described (the "Property"), declares that any previous restrictions, recorded or unrecorded shall be of no further force or effect and that the Property shall be hereinafter subjected to the following restrictions, covenants, conditions, assessments, and liens (collectively, the "Restrictions") relating to the use and occupancy thereof and relating to the use, occupancy, and maintenance of such portions of the same as at present or in the future shall be designated as common areas; said Restrictions shall be construed as covenants running with the land which shall be binding on all parties having or acquiring any right, title, or interest in or to the Property or any part thereof and which shall inure to the benefit of each owner thereof. 


Article I

Definitions 

            The following words, when used in this Declaration or any amendment or supplement hereto, shall, unless the context shall clearly require to the contrary, have the following meanings: 

            1.1        "Additional Phases" shall mean the additional land within Tract II or Tract III which may be annexed to the development in one or more Phases within Developer's sole discretion without the consent of members within TEN years of the date of this instrument provided that the F.H.A. and the V.A. determine that the annexation is in accordance with the general plan heretofore approved by them.  Tract III, containing approximately 73 acres, is land adjoining the land of Polk Place One, L.P. which is presently owned by Polk Place Two, L.P., having been conveyed to it by Warranty Deed from J. H. Holliday, III and H. Douglas Holliday, and is described in Exhibit "C" attached hereto. 

            1.2        "Association" shall mean and refer to Polk Place Community Association, Inc., a not-for-profit corporation organized and existing under the laws of the State of Tennessee, its successors and assigns. 

            1.3        "Polk Place" shall mean and refer to that certain residential community being developed on real property now owned by Developer in the City of Franklin, Williamson County, Tennessee, together with such additions thereto as may from time to time be designated by Developer, or by the Developer together with the Owner of the additional land being added, whether or not such additions are contiguous with or adjoining the boundary lines of Polk Place One as shown on the Preliminary Plat. 

            1.4        "Common Area" or "Common Areas" shall mean and refer to any and all real property owned by the Association, and such other property to which the Association may hold legal title, whether in fee or for a terms of years, for the non-exclusive use, benefit, and enjoyment of the members of the Association, subject to the provisions hereof, and such other property as shall become the responsibility of the Association, through easements or otherwise, including any recreational areas which may be constructed initially by the Developer or thereafter by the Association.  Common Areas with respect to the properties made subject to this Declaration, whether at the time of filing of this Declaration, or subsequently by Supplementary Declaration(s), shall be shown on the Plat(s) of Polk Place and designated thereon as "Common Areas" or "Open Space" or other comparable designation.  The Common Area for this present Declaration is indicated on Section One of Polk Place Subdivision recorded in Plat Book 19 at Page 97, R.O.W.C. 

            1.5        "Declaration" shall mean and refer to this Declaration of Restrictions applicable to the Properties that is to be recorded in the Office of the Register of Deeds for Williamson County, Tennessee and any Supplementary Declarations upon the creation of Additional Phases. 

            1.6        "Developer" shall mean and refer to Polk Place One, L.P., a Tennessee Limited Partnership, having a principal place of business in Franklin, Tennessee, its successors and assigns. 

            1.7        "Lot" shall mean and refer to any plot of land to be used for single-family residential purposes and so designated as a Lot upon the Plat. 

            1.8        "Member" shall mean and refer to any person who shall be an Owner and, as such, shall be a member of the Association. 

            1.9        "Owner" shall mean and refer to the record owner, whether one (1) or more persons or entities, of the fee interest in any Lot or portion of a Lot, excluding, however, those parties having such interest merely as security for the performance of an obligation. 

            1.10      "Occupant" shall mean and refer to any person or persons in possession of a Lot or home other than an Owner.

            1.11      "Person" shall mean and refer to a natural person, as well as a corporation, partnership, firm, association, trust, or other legal entity. 

            1.12      "Phase I" shall mean and refer to the initial Properties subject to the Declaration, i.e., Sections One and Two, collectively referred to as Tract I, containing a total of 45 Lots as shown on the Plat, and the Common Areas. 

            1.13      "Plat" shall mean and refer to the Plat of Phase I, of record in Book 19, Page 97 & 98, Register's Office for Williamson County, Tennessee, which includes the land described in Exhibits "A" and "B" (Sections One and Two, respectively), together with any amendments and supplements thereto recorded upon the creation of Additional Phases or upon the commencement of construction of additional sections within a previously submitted phase (either on land now included in the Preliminary Plat, or which may hereafter be added by annexation). 

            1.14      "Properties" shall mean and refer to any and all of the certain real property now or which may hereafter be brought within that certain residential subdivision being developed by Developer in Franklin, Williamson County, Tennessee, which subdivision is and shall be commonly known as Polk Place. 

            1.15      "Successor Developer" shall mean and refer to any person (including any affiliate of the original owners) who shall acquire the right to construct Additional Phases on all or any portion of the Properties and which can be included in the general development plan of Polk Place Subdivision. 

            1.16      "Supplementary Declaration(s)" shall mean the one or more supplementary declarations that may be recorded from time to time to create Additional Phases, or additions to the Property, or to amend this Declaration as expressly permitted hereunder.   


Article II

Property Rights  

            2.1        Initial Properties Subject to Declaration.   The property which is and shall be held, transferred, sold, conveyed and occupied subject to this Declaration is located in Franklin, Williamson County, Tennessee, and is more particularly described and shown on Exhibits "A" and "B", Sections One and Two respectively, and collectively referred to as Tract I, attached hereto and made a part hereof by this reference.  Polk Place is to be built in two or more Phases, each of which may comprise a number of sections for construction purposes (a "Construction Section").  All of the real property included in Exhibits "A" and "B", i.e., Sections One and Two, and being Tract I, shall be and is submitted to these Restrictions. 

            2.2        Additional Phases.         Without further assent or permit, Developer and/or Successor Developer, together with any other required party if the land to be added is in Tract III (Exhibit "C" attached hereto), and is owned by such other party shall have the right, exercisable from time to time but not later than five (5) years after the date hereof, or the date of any Supplementary Declaration hereto, to subject all or part of other, contiguous real property included in Tract II or Tract III to the restrictions set forth herein, in one or more Additional Phases, in order to extend the scheme of this Declaration to such property to be developed as part of Polk Place and thereby to bring such additional contiguous properties within the jurisdiction of the Association.  No property other than Tract II or Tract III, or some severable portion thereof, may be submitted to this Declaration as a part of Polk Place. 

            2.3        Supplementary Declarations.      The additions herein authorized shall be made by filing of record one or more Supplementary Declarations in respect to the creation of Additional Phases or the addition of other Properties to be then subject to this Declaration and which shall extend the jurisdiction of the Association to such property and thereby subject such addition to assessment for its just share of the Association's expenses and shall also require the filing of such additional plats as are required for such additions in the Register's Office for Williamson County, Tennessee.  Each Supplementary Declaration must subject the added property or additional Lots to the covenants, conditions and restrictions contained herein.  Prior HUD/VA approval is required so long as there is a Class "B" membership. 

            2.4        Consent to Rezoning.     To the extent that his consent may be necessary, every Owner shall be deemed to have consented to any rezoning of Tract II or Tract III that may be necessary to the development of such property as part of Polk Place.  Owners of any Lots in the additional property shall succeed to all of the rights and obligations of membership in the Association. 

            2.5        Extension of Development Rights to Adjacent Property.     The Developer and any Successor Developer shall have the rights described in this Article II, exercisable without approval of the Association or any other person or entity.  The Developer or such Successor Developer shall have the voting rights as specified hereinafter with respect to any added Lots, subject to the original limitations as to duration of weighted voting. 

            2.6        Construction Sections.   The developer may submit more unimproved property than is immediately anticipated to be used or improved  to the terms and conditions of these restrictions, in order to insure and demonstrate its intentions with respect to such property and to assure that such property will be developed subject to the covenants and restrictions contained in this Declaration and such land shall initially constitute one Lot.  No additional "Lots" shall be deemed to have been created on such property until such time as the final plat approving such construction section has been approved and recorded in the Register's Office for Williamson County, Tennessee. At such time as the final plat is recorded, all Lots depicted thereon, and Common Areas shown thereon, shall be owned and used in accordance with the terms of this Declaration.  Each such Lot shall then be responsible for its pro rata share of the expenses of the Association and shall be entitled to the benefits of ownership set forth herein. 

            2.7        Association Rights.        The Association may not assert as a reason to object to any new development plan the fact that existing Association facilities will be additionally burdened, or that construction differs from that of the initial construction of Phase I, or any subsequent Construction Section, it being acknowledged that the developer intends to construct a wide variety of homes in terms of style, size and prices within Polk Place.  The Developer reserves the right to modify any preliminary plan to reconfigure Lots, create additional amenities, areas or Common Areas, prior to the sale of any Lot of an additional Construction Section and thereafter within a Construction Section with the consent of the Owners of that Section only. 


ARTICLE III

Architectural Maintenance and Use Restrictions 

            3.1      Approval of Plans           

            a.         No construction, reconstruction, remodeling, alteration, or addition of or to any structure, building, fence, wall, drive, or improvement of any nature shall be constructed without obtaining prior written approval of Developer as to the location, plans, and specifications therefore.  As a prerequisite to consideration for approval, and prior to the commencement of the contemplated work, a complete set of building plans and specifications shall be submitted.  Developer shall be the sole arbiter of such plans and may withhold its approval for any reasons, including purely aesthetic reasons.  It is expressly acknowledged that construction undertaken by Developer shall be conclusively deemed to comply with the foregoing.  Upon giving approval construction shall be started and prosecuted to completion promptly and in strict conformity with such plans. 

            b.         At such time as Developer divests itself of all Lots within the property, the right of approval of plans for further construction, reconstruction, remodeling, alterations, and additions shall thereafter vest exclusively in the Association and in its Board of Directors, or such committees of the Association as shall be appointed by its Board of Directors. 

            c.         The Developer, the Association and the individual members thereof shall not be liable for any act or omission in performing or purporting to perform the functions delegated hereunder.  In the event that Developer or the Association fails to indicate its approval or disapproval within thirty (30) days after the receipt of the required documents, approval will not be required and the related covenants set out herein shall be deemed to have been fully satisfied.  Approval or disapproval by the Developer or the Association shall not be deemed to constitute any warranty or representation as to fitness, design or adequacy of the proposed construction or compliance with applicable statutes, codes and regulations.  Anything contained in this Section 3.1 or elsewhere in this Declaration to the contrary notwithstanding, Developer and the Association are hereby authorized and empowered, at their sole and absolute discretion, to make and permit reasonable modifications or deviations from any of the requirements of this Declaration relating to the type, kind, quantity or quality of the building materials to be used in the construction of any building or improvement on any Lot and of the size and location of any such building or improvement when, in their sole and final judgment, such modifications and deviations in such improvements will be in harmony with existing structures and will not materially detract from the aesthetic appearance of the property and the improvements as a whole; provided, however, such modifications and deviations must remain within all applicable ordinances and regulations established by the City of Franklin. 

            Developer or the Association, as the case may be, may require the submission to it of such documents and items, including as examples, but without limitation, written requests for and description of the variances requested, plans, specifications, plot plans and samples of material(s), as either of them shall deem appropriate, in connection with its consideration of a request for a variance.  If Developer or the Association shall approve such request for a variance, it shall evidence such approval, and grant its permission for such variance, only by written instrument, addressed to the Owner of the Lot(s) relative to which such variance has been requested, describing the applicable restrictive covenant(s) and the particular variance requested, expressing its decision to permit the variance, describing (when applicable) the conditions on which the variance has been approved (including as examples, but without limitation, the type of alternate materials to be permitted, and alternate fence height approved or specifying the location, plans and specifications applicable to an approved outbuilding), and signed by Developer or the Association, as the case may be.  Any request for a variance shall be deemed to have been disapproved for the purposes hereof in the event of either (i) written notice of disapproval from Developer or the Association or (ii) failure by Developer or the Association to respond to the request for variance.  In the event Developer or the Association or any successor to the authority thereof shall not then be functioning, no variances from the covenants herein contained shall be permitted, it being the intention of Developer that no variances be available except at its discretion or that of the Association.  Neither Developer nor the Association shall have the authority to approve any variance except as expressly provided in this Declaration.

            3.2   Structure Compliance All structures shall be built in substantial compliance with the plans and specifications therefore, approved by Developer or the Association as provided in paragraph Section 1 above. 

            3.3   General Design Standards 

            3.3.1  Landscape Design and Construction The general approach to landscape design at Polk Place shall employ two basic considerations: (1) landscape conservation and (2) building and maintaining a lifestyle in Polk Place which is consistent with and will compliment the character of Franklin.  Owners, builders and developers shall make note of the large variety and quantity of vegetation which already exists at the site.  Written permission is required from the Developer before removing any trees over 4" caliper.  Appropriate construction procedures should be followed to protect and preserve desirable trees, shrubs, and other landscaping which may exist on the construction site or on adjacent or nearby sites.  Good examples of mature vegetation should, whenever practical, be saved. 

            All disturbed ground areas of a building site shall be seeded and strewed, sodden, hydro seeded, covered with plants or mulched with approved landscape materials.  Landscape improvements as approved by the Developer shall be installed within ninety (90) days after completion of the building. 

            Stockpiling of any building material shall not be allowed within drip lines of trees.  Cutting, filing, or any ground disturbances shall not be allowed within twice the distance of the drip line of existing trees. 

            Runoff and erosion shall be controlled utilizing approved methods on site during construction while the site is disturbed. 

            Burning shall not be permitted unless allowed by the City of Franklin.  Damaged plant materials within set-back areas shall be replaced by the owners, builders, or developers. 

            Planting for building development sites shall reinforce the natural character and meadow and woodland quality of the surroundings.  Cleared areas shall be landscaped with trees, shrubs, and lawns designed to complement the architectural character of proposed buildings in form, locations and scale. 

            All parking lots, driveways, and walks will be surfaced with exposed aggregate concrete, asphalt, brick, or other approved material. 

            All street curbs and driveway connections shall be in compliance with the requirements of the City of Franklin. 

            3.3.2  Signage The City of Franklin's current sign ordinance shall be applicable.  Reference to any approval by the Developer shall include "or approval by the Association". 

            3.3.2.1  Neighborhood Entrance Signs One freestanding identification sign may be erected at a suitably visible and appropriate location approved by the Developer.  Where more than one entrance occurs for one parcel, a second freestanding identification sign may be erected provided there are at least two hundred fifty (250) linear feet of road frontage between signs. 

            Lighting for all signage shall be indirect with the source of light concealed from direct view.  Totally back-illuminated signage (background and letters/logo) will not be permitted. 

            Identification signage will not be permitted on the exterior, facade, or roof of any building.  No moving or flashing signs will be permitted. 

            Instructional, directional, and restrictive signs on the site will be reviewed by the Developer or the Association as the case may be, with the intent that the signs will be restricted to the minimum number and size necessary, will be visually unobtrusive, and will be consistent in format, lettering, and coloring with the design standards of this development. 

            3.3.2.2  Temporary Signs Temporary signs advertising the construction, sale, or leasing of property must be approved by the Developer.  The size of temporary signs will be limited to a maximum of thirty-two (32) square feet for an entire neighborhood and seven (7) square feet for an individual lot.  A schedule for the erection and removal of temporary signs will be submitted and approved by the Developer prior to the erection of such signage.  

            3.3.3  Lighting All outdoor lighting shall be directed so as to avoid glare and excessive light spillage on adjacent property and fronting streets. 

            3.3.4   Objectional Uses No noxious or offensive activity shall be carried on upon any site, nor shall anything be done which might cause embarrassment, discomfort, annoyance or nuisance. 

            3.3.5  Screening Trash containers and maintenance facilities will either be housed in closed buildings or otherwise completely screened from public view in a manner and at the location approved in writing by the Developer.  Such screening normally includes landscaping or permanent fences of solid materials and will be located as far from property lines as reasonably possible.

            3.3.6  Animals and Pets No animals of any kind except cats, dogs and other similar and usual household pets in reasonably limited numbers may be kept on any lot.  Notwithstanding the foregoing, no such pet may be kept, bred or maintained for any commercial purpose. 

            All pets must be held or kept leashed at all times when not confined and all owners of pets shall be held strictly responsible to immediately collect and properly dispose of the waste and litter of their respective pets. 

            3.3.7     Nuisance and Hazardous Substances .  No unit shall be used, in whole or in part, for the storage of any property or thing that will cause such unit to be in an unclean or untidy condition or that will be obnoxious to the eye; nor shall any hazardous substance (as herein defined), substance, thing or material be kept upon any unit that will emit foul or obnoxious odors or that will cause any noise or other condition that will or might disturb the peace, quiet, safety, comfort, or serenity of the occupants of surrounding property.  No hazardous substance shall be incorporated in the construction of any improvement on any unit.  Hazardous substances shall mean: any waste, hazardous or toxic material; a hazardous or toxic substance so classified or similarly classified by any federal, state or local environmental statute, regulation, or ordinances as they may be amended from time to time, including, without limitation, asbestos in friable form, and petroleum products.  No noxious or offensive activities shall be carried on upon any unit, nor shall anything be done thereon tending to cause embarrassment, discomfort, annoyance, or nuisance to any person using any property adjacent to the unit.  There shall not be maintained any plants or animals or device or thing of any sort the activities or existence of which in any was is noxious, dangerous, unsightly, unpleasant, or of a nature that may diminish or destroy the enjoyment of properties. 

            3.3.8     Unsightly or Unkempt Conditions It shall be the responsibility of each owner to prevent the development of any unclean, unhealthy, unsightly or unkempt condition on his or her unit.  The pursuit of hobbies or other activities, including specifically, but not limited to, the assembly and disassembly of motor vehicles and other mechanical devices which might cause noisy, disorderly, unsightly, or unkempt conditions, shall not be pursued or undertaken on any part of the Property. 

            3.3.9     Antennas No exterior antennas, aerials, satellite dishes, or other apparatus for the transmission of television, radio, or other signals of any kind shall be placed, allowed or maintained upon any portion of the Property, including any unit, without the prior written consent of the Developer or the Association.  The Developer and/or the Association shall have the right, without obligation, to erect an aerial, satellite dish, or other apparatus for a master antenna or cable system for the benefit of all or a portion of the residents should any such master system or systems be utilized by the Association or its members and require any such exterior apparatus. 

            3.3.10    Clotheslines, Garbage Cans, Tanks, Etc. All garbage cans, above-ground tanks, and other similar items shall be located or screened so as to be concealed from view of neighboring units, streets, and property located adjacent to the unit.  All rubbish, trash, and garbage shall be regularly removed from the unit and shall not be allowed to accumulate thereon.  If curbside service is required, all containers shall be removed from the pickup site by 8:00 p.m. of the pickup day.  No clothesline shall be permitted on any unit. 

            3.3.11     Subdivision of Unit No unit shall be subdivided or its boundary lines changed except with the prior written approval of the Board of Directors of the Association.  Developer, however, hereby expressly reserves the right to replat any unit or units which it owns prior to conveyance by Developer.  Any such division, boundary line change, or replatting shall not be in violation of the applicable subdivision and zoning regulations. 

            3.3.12    Guns The discharge of firearms within the Property is prohibited.  The term "firearms" includes "B-B guns" and pellet guns, as well as firearms of all types, regardless of size. 

            3.3.13   Pools No above-ground pools shall be erected, constructed or installed on any Unit.  Any "in-the-ground" pool shall be fenced with an approved material approved by the Developer, taking into consideration, among other things, appropriate child's safety standards. 

            3.3.14  Irrigation No sprinkler or irrigation system of any type which draws upon water from creeks, streams, rivers, lakes, ponds, canals or other waterways within the properties shall be installed, constructed or operated within the Property unless prior written approval has been received from the Developer or the Association, as the case may be.  All sprinkler and irrigation systems shall be subject to approval of the Developer and shall draw water only from city or county water supplies or wells, unless otherwise approved. 

            3.3.15   Trailers and Temporary Structures Except as may be permitted by the Developer during initial construction of units, no utility shed, shack, trailer or other structure of a temporary nature shall be placed upon any part of the Property. 

            3.3.16  Drainage Catch basins and drainage areas are for the purpose of natural flow of water only.  No obstructions or debris shall be placed in these areas.  No person other than Developer may obstruct or rechannel the drainage flows after location and installation of drainage swales, storm sewers, or storm drains.  Developer hereby reserves a perpetual easement across the Property for the purpose of altering drainage and water flow for corrective purposes. 

            3.3.17  Utility Lines No overhead utility lines, including lines for cable television, shall be permitted within the Property, except for temporary lines as required during construction and high voltage lines, or entrance main lines, unless approved by the Developer. 

            3.3.18  Air Conditioning Units Except as may be permitted by the Developer or its designee, no window air conditioning units may be installed in any unit. 

            3.3.19  Lighting Except for seasonal Christmas decorative lights, which may be used between December 1 and January 10 only, all exterior lights must be approved by the Developer. 

            3.3.20   Artificial Vegetation, Exterior Sculpture, and Similar Items No artificial fowls, animals or vegetation shall be permitted on the exterior of any portion of the Property.  Exterior sculpture, fountains, flags (other than a reasonably-sized American flag), and similar items must be approved in accordance with this Article. 

            3.3.21  Energy Conservation Equipment No solar energy collector panels or attendant hardware or other energy conservation equipment shall be constructed or installed unless it is an integral and harmonious part of the architectural design of a structure, as determined by the Developer. 

            3.3.22  Mailboxes All mailboxes shall satisfy applicable postal regulations and shall conform to specifications established by the Developer. 

            3.3.23  Playground Any playground or other play areas or equipment furnished by the Association or erected within the Property shall be used at the risk of the user, and the Association shall not be liable to any person for any claim, damage, or injury occurring thereon or related to the use thereof. 

            3.3.24  Fences No fences of any kind shall be permitted on any property except as approved by the Developer (Board of Directors as of June 11, 1999).  Also see 3.4.2     Landscaping, Walls, Fences, and Sidewalks and Polk Place Fences.

            3.3.25  Business Use No trade or business may be conducted in or from any unit except that an owner or occupant residing in a unit may conduct business activities within the unit so long as (a) the existence or operation of the business activity is not apparent or detectable by sight, sound or smell from outside the unit; (b) the business activity conforms to all zoning requirements for the Property; (c) the business activity does not involve persons coming onto the Property who do not reside on the Property or door-to-door solicitation of residents of the Property; and (d) the business activity is consistent with the residential character of the Property and does not constitute a nuisance, or a hazardous or offense use, or threaten the security or safety of other residents of the Property, as may be determined by the Developer.  The terms "business" and "trade," as used in this provision shall be construed to have their ordinary, generally accepted meanings and shall include, without limitation, any occupation, work or activity undertaken on an ongoing basis which includes the provision of goods or services to persons other than the provider's family and for which the provider receives a fee, compensation or other form of consideration.  Notwithstanding the above, the leasing of a unit shall not be considered a trade or business within the meaning of this Section.  Sales offices established in model homes for the purpose of selling lots or homes within the property shall be exempt from this restriction. 

            3.3.26  Skateboards No skateboard ramps will be allowed. 

            3.4  General Residential Standards 

            3.4.1 Building Design It is intended that a basic harmony of architecture consistent with the purpose of this Article will prevail among the buildings so that no building will detract from the attractiveness of the overall environment. 

            The architectural character of each proposed building or structure will be in character with the overall traditional theme of the Polk Place Development.  To ensure this compliance, the Board of Directors will review all proposed building plans. 

            Colors, materials, finishes, and building forms should be sensitively integrated with the particular landscape and topographical character of each site. 

            The site dimensions must be adequate to accommodate the proposed improvements, including the house, parking, drives, and screening. 

            Finished grades and elevations must be compatible with neighboring sites, particularly with regard to drainage and view. 

            Within the scope of the approved design styles, each residence will be well designed with respect to the following criteria: 

Appropriateness of form, color and materials to design style. 

Relationship of window to wall and wall to total form (well designed massing).

 Appropriateness of detailing of form, style and massing. 

            Each residence must have a private, fully enclosed garage.  The interior walls of all garages must be finished (taped, bedded and painted as a minimum) like other rooms in the building.  No garage will be permitted to be enclosed for living or used for purposes other than storage of automobiles and related normal use.  Houses with garage doors facing the street shall be required to utilize motorized garage door opener.  Garage doors must be kept closed at all times except during egress or ingress.  Each residence, except apartments, or condominium-type Units, if any, must have a private, fully enclosed garage.  Garages shall be located so as not to attract undo attention. 

            The proportions of roofs will be consistent with the proposed architectural style.  Flat roofs are not permitted.  the main roof of the dwelling will have a pitch of not less than seven (7) to twelve (12), unless approved in writing by the Developer.  Heating/air conditioning and plumbing vents and all other roof-mounted objects will not penetrate the roof on the road side of the building unless determined to be absolutely necessary by the Developer.  In all cases vents will be painted the same color as the roof. 

            3.4.2  Landscaping, Walls, Fences, and Sidewalks  No fence, wall, hedge, or shrub planting which obstructs sight lines at elevations between two (2) and six (6) feet above the roadways will be placed or permitted to remain in any corner lot within the triangular area formed by the street property lines and a line connecting them at points twenty-five (25) feet from the intersection of the street lines, or in the case of a rounded property corner from the intersection of the street lines rounded property corner from the intersection of the street lines extended.  The same sight line limitations will apply on any lot within ten (10) feet of the intersection of a street property line with the edge of a driveway or alley pavement.  No tree will be permitted to remain within such distances of such intersections unless the foliage line is maintained at a sufficient height to avoid obstruction of such sight lines. 

            No structure wall, fence or any other separating device will be permitted beyond the front building line of any lot, or either the front or side building lines of any corner lot, except as approved by the Developer. 

            The owner or builder shall install a white concrete sidewalk with a light broom finish across the front of each owner's, builder's or developer's lot and parallel to the street curb, which sidewalk shall meet specifications of the City of Franklin.  Corner lots shall have two front lot lines and shall be maintained by the lot owners and a distance of five (5) feet shall exist between the edge of the sidewalk and the street curb unless otherwise approved, in all cases except where sidewalks intersect curbs perpendicularly.  Corner lots shall have two front lot lines and shall be maintained by the lot owner.  The Developer will be responsible for building sidewalks only in common areas. 

            Owners, builders and developers will maintain the exterior of all structures on their lots, the sidewalks on the streets abutting their property, and their yards, hedges, plants and shrubs in a neat and trim condition at all times. 

            Notwithstanding any other provisions of the Declaration, the following shall apply: 

            a.         The privacy fence to be constructed by the Developer along the Southern portion of the easement adjoining the Carnton Association property is to be maintained in perpetuity by the Community Association in a first class condition; 

            b.         All common areas contiguous to the Carnton Association property shall remain as forested areas. 

            c.         All houses on lots contiguous to the forty foot easement which is contiguous to the Carnton Association property shall be of all brick construction, including chimneys.  Bricks shall be of red to brown tones. 

            d.         All roofing material on houses contiguous to the Carnton Association property shall be of a uniform color.  The color shall be grey or dull blended black. 

            3.4.3  Construction Standards Window frames other than wood will be either anodized or electrostatically painted.  Metal window frames will be in color harmony with the exterior color and texture of the residence.  No unpainted aluminum will be permitted for window framing.  Wood frames will be painted, or stained and sealed. 

            Complete guttering, including downspouts, will be installed on all houses unless a brick gutter system is approved by the Developer. 

            Garages, tool sheds and all other out buildings are to be approved by the Developer and will be given the same architectural treatment and are to be constructed of the same materials as the main structure. 

            No exterior alterations of any existing building may be permitted without the prior approval of the Developer.

            3.4.4  General Building and Design Standards General construction standards require that buildings meet  all applicable code requirements, standards and requirements herein are in addition to those.  The exterior building material of all structures shall extend to ground level and shall be either stone, brick, or stucco or a combination of same.  However, the Developer recognizes that the appearance of other exterior building materials (such as wood or vinyl siding) may be attractive and innovative, and reserves the right to approve the use of such combinations, in the sole discretion of the Developer.  Exposed standard concrete blocks, prefabricated metal buildings, or simulated brick, or stone will not be allowed.

            The color of exterior materials shall be earth-tone, including shades of terra cotta, brown, grey, and green.  Unnatural brick tones will not be allowed.  All colors will be approved by the Developer. 

            No excavation will be made except in conjunction with construction of an improvement.  When such improvement is completed, all exposed openings will be backfilled, graded, and seeded or otherwise landscaped. 

            Once commenced, construction will be diligently pursued to the end and it may not be left in partly finished condition any longer than reasonably necessary. 

            3.4.5 Design Standards for Single Family Residences Each Phase will have its own minimum square footage requirements.  All minimum square footage excludes garages and open porches. 

            The ground floor area of any one story residential building located in Section Two, of the Property, and any additional MR (Medium Residential) zoned sections, shall have no less than 1,800 square feet of floor space exclusive of garages, porches and car ports; and two story residences (including one and one-half story structures) within such sections shall have no less than 2,200 square feet of total living area.  Residences in any sections zoned HI (High Residential) shall contain not less than 1,500 square feet exclusive of garages, porches or car ports, and two story residences (including one and one-half story structures) therein shall have no less than 1,800 square feet of total living area.


ARTICLE IV

Association Membership and Voting Rights 

            4.1        Membership.     Every person or entity who is the Owner of record of a fee interest in any Lot shall be a Member of the Association, subject to and bound by this Declaration and the Association's Articles of Incorporation, the By-Laws of the Association and such rules and regulations as may be adopted by the Association.  When any Lot is owned of record in joint tenancy, tenancy in common, tenancy by the entirety, or by some other legal entity, the membership as to such Lot shall be joint and the rights of such membership (including the voting power arising there from) shall be exercised only as stipulated in Section 4.2 below. 

            4.2        Voting and Voting Rights.           The voting rights of the membership shall be appurtenant to the ownership of the Lot.  The Owner of each Lot shall be entitled to one (1) vote, and is designated a Class "A" member; provided that Developer shall be entitled, for each Lot that it owns, to three (3) votes, and is designated the Class "B" member, until the first to occur of the following: 

i.          When seventy-five percent (75%) of the units permitted for the property of the Developer which is included within the Preliminary Plat of Polk Place Subdivision, on file in the Office of the Planning Department of the City of Franklin, plus the number of additional units permitted by the plans approved by the City of Franklin and applicable to any additions by annexation, have certificates of occupancy issued thereon and have been conveyed to persons other than the Developer or builders holding title for purposes of development and sale; 

ii.          January 1, 2004; or 

iii.         When, in its discretion the Class "B" Member, that is the Developer, so determines. 

Thereafter, the Developer shall have only one (1) vote for each Lot that it owns and shall become a Class "A" member.  Within 120 days thereafter the Class "B" member shall call a meeting to advise the membership of the termination of the Class "B" member's control.  After such termination the Developer shall have only one (1) vote for each Lot that it owns and shall become a Class "A" member.  When two (2) or more persons hold an interest in any Lot as Owners thereof, all such persons shall be Members.  The vote for such Lot shall be exercised by one (1) of such persons as proxy or nominee for all persons holding an interest as Owners in the Lot and in no event shall more than one (1) vote be cast with respect to any Lot, except as provided above with respect to Developer.

 

Directors selected by the Class "B" member need not be members of the Association. 

            4.3        Method of Voting.           Members shall vote in person or by proxy executed in writing by the Member.  No proxy shall be valid after eleven (11) months from the date of its execution or upon conveyance by the Member of his Lot.  No proxy shall be valid unless promulgated by the Board of Directors as an official proxy.  A corporate Member's vote shall be cast by the President of the Member corporation or by any other officer or proxy appointed by the President or designated by the Board of Directors of such corporation.  Voting on all matters except the election of directors shall be by voice vote or by show of hands unless a majority of the Members of each Class present at the meeting shall, prior to voting on any mattes, demand a ballot vote on that particular matter.  Where directors or officers are to be elected by the Members, the official solicitation of proxies for such elections may be conducted by mail. 

            4.4        First Meeting of Members.          The first regular annual meeting of the Members may be held, subject to the terms hereof, on any date, at the option of the Board of Directors; provided, however, that the first meeting may (if necessary to comply with Federal Regulations) be held no later than the earlier of the following events:  (a) four months after all of the Lots have been sold by the Developer; or (b) three years following conveyance of the first Lot by the Developer. 

            4.5        Working Capital Fund.    There may be established a working capital fund equal to three months' assessments for each Lot.  Each Lot's share of the working capital fund shall be collected and transferred to the Association at the time of closing of the sale of each Lot and maintained in an account for the use and benefit of the Association.  Amounts paid into the fund shall not be considered as advance payment of regular assessments.  (The contribution to the working capital fund for each unsold Lot shall be paid to the Association within sixty (60) days after the date that the Developer shall cease to have three (3) votes for each Lot it owns pursuant to Sections 4.1 and 4.2 above.)  The purpose of the fund is to insure that the Association will have cash available to meeting unforeseen expenditures, or to acquire additional equipment or services deemed necessary or desirable by the Board of Directors. 

            4.6        Acceptance of Development.       By the acceptance of a deed to a Lot, any purchaser of a Lot shall be deemed to have accepted and approved the entire plans for the Polk Place Subdivision development, and all improvements constructed by that date, including, without limitation, the utilities, drains, roads, sewers, landscaping, Common Area amenities, and all other improvements as designated on the Plat, and as may be supplemented by additional plats upon completion of development of any portion of the balance of the Property.  Such purchaser agrees that all improvements constructed after the date of purchase consistently with such plans, and of the same quality of then existing improvements, shall be accepted.  Security may be provided at the Developer's discretion, and no Owner shall have any cause of action for failure to provide adequate security.


ARTICLE V

Common Area Property Rights and Maintenance Assessments 

            5.1        Common Areas.             Each Owner shall have a non-exclusive right and easement of enjoyment in and to the Common Areas which shall be appurtenant to and shall pass with the title to each Lot as designated upon the Plats, subject only to the provisions of this Declaration and the Articles of Incorporation, By-Laws, and rules and regulations of the Association, including, but not limited to, the following: 

a.         The right of the Association to limit the use of the Common Areas to Owners or Occupants of Lots, their families and their guests; 

b.         The right of the Association to suspend voting privileges and rights of use of the Common Areas for any Owner whose assessment against his Lot becomes delinquent; 

c.         The right of the Association to mortgage, convey or to dedicate or transfer all or any part of the Common Areas to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed upon by the Members; provided that no such mortgage, conveyance, dedication or transfer shall be effective unless the Members entitled to cast at least three-fourths (3/4) of the votes agree and signify their agreement by a signed and recorded written document; and provided further that this paragraph shall not preclude the Board of Directors of the Association from granting easements for the installation and maintenance of electrical, telephone, cablevision, water and sewerage, utilities, and drainage facilities upon, over, under, and across the Common Areas without the assent of the membership when such easements are requisite for the convenient use and enjoyment of the Properties, or any portion thereof; and

d.         Notwithstanding anything herein to the contrary, no Owner shall be subject to absolute liability for damage or destruction to any Lot or the Common Areas. 

            5.2        Assessment for Maintenance of Common Areas. For each Lot owned within the development, every Owner covenants and agrees, and each subsequent Owner of any such Lot, by acceptance of a deed therefore, shall be deemed to covenant and agree, to pay the Association monthly or annual assessments or charges for the creation and continuation of a maintenance fund in amounts to be established from time to time by the Board of Directors of the Association in order to maintain, landscape, and beautify the Common Areas, to promote the health, safety, and welfare of the residents of the Community, to pay taxes, if any, assessed against the Common Areas, to procure and maintain insurance thereon, to employ attorneys, accountants, and security personnel, and to provide such other services as are not readily available from governmental authorities having jurisdiction over the same.  In addition, the Owner of each Lot and each subsequent Owner thereof, by acceptance of his deed, covenants and agrees to pay special assessments as approved by the membership in the manner hereinafter provided. 

            5.3        Creation of Lien and Personal Obligation of Assessments.   In order to secure payment of assessments, both monthly or annual and special, as the same become due, there shall arise a continuing lien and charge against each Lot, the amount of which shall include interest at the maximum effective rate allowed by law, costs, and reasonable attorney's fees to the extent permissible by law.  Each such assessment, together with such interest, costs and reasonable attorney's fees, shall be the personal obligation of the person who is the Owner of the Lot at the time the assessment becomes due; provided that this personal obligation shall not pass to successors in title unless expressly assumed by them.  The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage.  Sale or transfer of any Lot shall not affect the assessment lien.  However, the sale or transfer of any Lot pursuant to mortgage foreclosure or any proceeding in lieu thereof, shall extinguish the lien of such assessments as to payments which became due prior to such sale or transfer.  No sale or transfer shall relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof.  The extinguishment of any lien of such assessment shall not extinguish the personal obligation of any formal title holder as to payments that became due prior to such sale or transfer and subsequent to the recordation of the first mortgage that has been foreclosed, but the Association shall have a lien upon the proceeds from foreclosure or of sale junior only to the lien of the foreclosed first mortgage.  No sale or transfer shall relieve such Lot from liability from any assessment thereafter becoming due or from the lien thereof.  A mortgagee is not required to collect any assessment.

            5.4        Levy of Assessment.      The Board of Directors of the Association shall fix the commencement date for monthly or annual assessments on the first day of the month following conveyance of the first Lot to an Owner and shall provide for a partial assessment between the commencement date and the end of the calendar year next following.  Thereafter, monthly or annual assessments shall be levied by the Board of Directors of the Association, by action taken on or before December 1 of each year for the ensuing year.  The Board, in its discretion, may provide for the periodic payment of such assessments at some intervals other than monthly.  Special assessments may be levied in any year for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Areas, if any, including fixtures and personal property related thereto; provided that the same are first approved by the Board of Directors of the Association, recommended to the membership, and subsequently approved by affirmative vote of Members entitled to cast at least two-thirds (2/3) of the votes at a meeting of the Members duly held for that purpose.  Written notice of the monthly, annual or special assessment shall be mailed (by U.S. first class mail) or otherwise directly delivered to every Owner subject thereto.  The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid and the amount of any delinquencies.  The Association shall not be required to obtain a request for such certificate signed by the Owner, but may deliver such certificate to any party who in the Association's judgment has a legitimate reason for requesting the same. 

            5.5        Maximum Annual Assessment.   Until otherwise established by the Board of Directors of the Association as set forth herein, the maximum annual assessment shall be Five Hundred and no/100 Dollars ($500.00) per year per Lot.  The Association at its option may allow the payment of the annual assessment on a monthly or quarterly basis.  From and after one year from the date hereof, the maximum annual assessment may be increased each year by an amount up to, but not in excess of five percent (5%) of the maximum annual assessment for the previous year without a vote of the membership.  In the event the Board of Directors determines that an increase in excess of such amount is required, the amount of assessment exceeding such limitation shall be automatically thirty (30) days after the Association sends written notice to each Owner of the amount and necessity of such increased assessment unless the Association receives written objection to such increased assessment by Members entitled to cast more than two-thirds (2/3) of the votes of each class eligible to be cast by Members of the Association within such thirty (30) day period or a special meeting of Members is called within such thirty (30) day period and the excess assessment is disapproved by a like vote of the Members at such meeting. 

            5.6        User Fee .  A special fee will be established by the Association after construction of the amenities; it will be a voluntary payment for the purpose of maintaining and operating the amenity facilities and will be payable by those members electing to use the facilities.  The board of Directors may determine to sell use rights to persons who are nonresidents of Polk Place in order to reduce the cost to each individual user; residents of Polk Place will have priority over nonresidents and no user rights will be sold to nonresidents, and nonresidents will not be permitted to continue to have or exercise such rights whenever such use will cause the amenities to be taxed beyond their reasonable capacity.  The Board of Directors will determine the appropriate time and method to phase out such use by nonresidents. 

            5.7        Effect of Non-Payment of Assessments and Remedies of the Association.             Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the maximum effective rate then allowed by law.  The Association, its agent or representative, may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the Lots to which the assessment relates, and interest, court costs and other costs reasonably incurred, and reasonable attorney's fees for such action or foreclosure shall be added to the amount of such assessment to the extent allowed by law.  No Owner may avoid liability for assessments provided for herein by non-use of the Common Areas or abandonment of his Lot.  Failure to pay any assessment shall not constitute a default under an insured first mortgage. 

            5.8        Insurance.   The Association's Board of Directors, or its duly authorized agent, shall have the authority to and shall obtain blanket all-risk insurance, if reasonably available, for all insurable improvements on the common areas.  If blanket all-risk coverage is not reasonably available, then at a minimum an insurance policy providing fire and extended coverage shall be obtained.  This insurance shall be in an amount sufficient to cover one hundred (100) percent of the replacement cost of any repair or reconstruction in the event of damage or destruction from any insured hazard. 

            Premiums for all insurance on the common areas shall be common expenses of the Association and shall be included in the General Assessment.  The policy may contain a reasonable deductible, and in the amount thereof shall be added to the face amount of the policy in determining whether the insurance at least equals the full replacement cost.  The deductible shall be paid by the party who would be responsible for the repair in the absence of insurance and in the event of multiple parties shall be allocated in relation to the amount each party's loss bears to the total.  

            The Board shall also obtain a public liability policy covering the common areas, the Association and its Members for all damage or injury caused by the negligence of the Association or any of its Members or agents.  If reasonably available, the public liability policy shall have at least One Million (1,000,000) Dollar single person limit as respects bodily injury and property damage, a One Million (1,000,000) Dollar limit per occurrence, and a Five Hundred Thousand (500,000) Dollar minimum property damage limit. 

            All insurance coverage obtained by the Board of Directors shall be written in the name of the Association as Trustee for the respective benefited parties, as further identified in (b) below.  Such insurance shall be governed by the provisions hereinafter set forth: 

            (a)        All policies shall be written with a company licensed to do business in Tennessee which holds a Best's rating of A or better and is assigned a financial size category of XI or larger as established by A. M. Best Company, Inc., if reasonably available, or, if not available, the most nearly equivalent rating. 

            (b)        All policies on the common areas shall be for the benefit of the Association and its members as their interests may appear. 

            (c)  Exclusive authority to adjust losses under policies in force on the Properties obtained by the Association shall be vested in the Association's Board of Directors; provided, however, no Mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related thereto. 

            (d)        In no event shall the insurance coverage obtained and maintained by the Association's Board of Directors hereunder be brought into contribution with insurance purchased by individual Owners, occupants, or their Mortgagees. 

            (e)        All casualty insurance policies shall have an inflation guard endorsement, if reasonably available, and an agreed amount endorsement with an annual review by one (1) or more qualified persons, at least one (1) of whom must be in the real estate industry and familiar with construction in the Williamson County, Tennessee, area. 

            (f)         The Association's Board of Directors shall be required to make every reasonable effort to secure insurance policies that will provide for the following: 

                        (i)     a waiver of subrogation by the insurer as to any claims against the Association's Board of Directors, its manager, the Owners, and their respective tenants, servants, agents, and guests; 

                        (ii)    a waiver by the insurer of its rights to repair, and reconstruct, instead of paying cash; 

                        (iii)   that no policy may be cancelled, invalidated or suspended on account of any one or more individual Owners; 

                        (iv)    that no policy may be cancelled, invalidated or suspended on account of the conduct of any Director, officer, or employee of the Association or its duly authorized manager without prior demand in writing delivered to the Association to cure the defect and the allowance of a reasonable time thereafter within which the defect may be cured by the Association, its manager, any Owner, or Mortgagee; 

                        (v)     that any "other insurance" clause in any policy exclude individual Owners' policies from consideration; and 

                        (vi)    that the Association will be given at least thirty (30) days' prior written notice of any cancellation, substantial modification, or non-renewal. 

            In addition to the other insurance required by this Section, the Board shall obtain, as a common expense, workers' compensation insurance, if and to the extent necessary, directors' and officers' liability coverage, and a fidelity bond or bonds on directors, officers, employees, and other Persons handling or responsible for the Association's funds.  The amount of fidelity coverage shall be determined in the directors' best business judgment but, if reasonably available, may not be less than three (3) months' assessments, plus reserves on hand.  Bonds shall contain a waiver of all defenses based upon the exclusion of persons serving without compensation and shall require at least thirty (30) days' prior written notice to the Association of any cancellation, substantial modification, or non-renewal. 

            5.9        Individual Insurance.   By virtue of taking title to a Unit subject to the terms of this Declaration, each Owner covenants and agrees with all other Owners and with the Association that each Owner shall carry blanket all-risk casualty insurance on the Unit(s) and structures constructed thereon meeting the same requirements as set forth for insurance in Section 5.8 of this Article.  Each Owner further covenants and agrees that in the event of a partial loss or damage and destruction resulting in less than total destruction of structures comprising his Unit, the Owner shall proceed promptly to repair or reconstruct the damaged structure in a manner consistent with the original construction or such other plans and specifications as are approved in accordance with this Declaration and the Owner shall pay any costs of any repair or reconstruction which are not covered by insurance proceeds, such repair or reconstruction to be completed within one hundred eighty (180) days of the date of the occurrence of the damage or destruction.  In the event that the structure is totally destroyed the Owner may decide not to rebuild or to reconstruct, in which case the Owner shall, within thirty (30) days of the date of the damage or destruction, clear the Unit of all debris and return it to substantially the natural state in which it existed prior to the beginning of construction and thereafter the Owner shall continue to maintain the Unit in a neat and attractive condition consistent with the Community-Wide Standard. 

            5.10      Disbursement of Proceeds.   If the damage or destruction for which the proceeds of insurance policies are paid is to be repaired or reconstructed, the proceeds, or such portion thereof as may be required for such purpose, shall be disbursed in payment of such repairs or reconstruction as hereinafter provided.  Any proceeds remaining after defraying such costs of repairs or reconstruction to the Common Area or, in the event no repair or reconstruction is made, after making such settlement as is necessary and appropriate with the affected Owner or Owners and their Mortgagee(s) as their interests may appear, shall be retained by and for the benefit of the Association and placed in a capital improvements account.  This is a covenant for the benefit of any Mortgagee of a Unit and may be enforced by such Mortgagee. 

            5.11      Damage and Destruction.

            (a)        Immediately after the damage or destruction by fire or other casualty to all or any part of the Properties covered by insurance written in the name of the Association, the Board of Directors or its duly authorized agent shall proceed with the filing and adjustment of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed Properties.  Repair or reconstruction, as used in this paragraph, means repairing or restoring the Properties to substantially the same condition in which they existed prior to the fire or other casualty, allowing for any changes or improvements necessitated by changes in the applicable building codes. 

            (b)        Any damage or destruction to the Common Area shall be repaired or reconstructed unless Voting Members representing at least seventy-five (75) percent of the total vote of the Association shall decide within sixty (60) days after the casualty not to repair or reconstruct.  If for any reason either the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Association, within said period, then the period shall be extended until such information shall be made available; provided, however, such extension shall not exceed sixty (60) days.  No Mortgagee shall have the right to participate in the determination of whether the Common Area damage or destruction shall be repaired or reconstructed. 

            (c)        In the event that it should be determined in the manner described above that the damage or destruction to the Common Area shall not be repaired or reconstructed and no alternative improvements are authorized, then and in that event the affected portion of the Properties shall he restored to their natural state and maintained by the Association in a neat and attractive condition, consistent with the Community-Wide Standard.  However, all minimum requirements for landscaping and amenities as required by Franklin regulations shall be maintained. 

            5.12 Repair and Reconstruction.   If the damage or destruction to the Common Area for which insurance proceeds are paid is to be repaired or reconstructed, and such proceeds are not sufficient to defray the cost thereof, the Board of Directors shall, without the necessity of a vote of the Voting Members, levy a special assessment against all Owners on the same basis as provided for General Assessments.  Additional assessments may be made in like manner at any time during or following the completion of any repair or reconstruction.


ARTICLE VI

Easements

            6.1        General.            The Lots and Common Areas in the Properties subject to this Declaration shall be subject to all easements shown or set forth on the Plat (as amended from time to time). 

            6.2        Development and Construction.   Developer hereby reserves an easement upon, over, and across the Common Areas for purposes of access, ingress, and egress to and from the Lots during the development of the Properties and during the period of construction of residences on such Lots.  Developer shall be responsible for and shall repair all damage to the Common Areas arising out of or resulting from its development of the Properties and construction of residences on the Lots. 

            6.3        Emergency.       There is hereby reserved, without further assent or permit, a general easement to all policemen and security guards employed by Developer or by the Association, firemen, ambulance personnel, and all similar persons to enter upon the Properties or any portion thereof which is made subject to this Declaration in the performance of their respective duties. 

            6.4        Utilities.            Easements for the installation and maintenance of utilities are reserved as shown and provided for on the Plat or by separate instrument, and no structure of any kind shall be erected upon any of said easements.  Neither Developer nor any utility company using the easements shall be liable for any damage done by either of them or their successors or assigns, or by their agents, employees or servants to shrubbery, trees, flowers or improvements of the Owner located on the land within or affected by said easements.  A right of pedestrian access by way of a driveway or open lawn area shall also be granted on each Lot, from the front Lot line to the rear Lot line to any utility company having an installation in the easement.  The easement area of each Lot and all improvements in it shall be maintained continuously by the Owner of the Lot, except for those improvements for which a public authority or public utility company is responsible.


ARTICLE VII

Mortgagee Provisions 

            The following provisions are for the benefit of holders of first Mortgages on Units in Polk Place.  The provisions of this Article apply to both this Declaration and to the By-Laws, notwithstanding any other provisions contained therein. 

            7.1        Notices of Action.   An institutional holder, insurer, or guarantor of a first Mortgage who provides written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the Unit number, therefore becoming an "eligible holder"), will be entitled to timely written notice of: 

            a.         any condemnation loss or any casualty loss which affects a material portion of the Properties or which affects any Unit on which there is a first Mortgage held, insured, or guaranteed by such eligible holder; 

            b.         any delinquency in the payment of assessments or charges owed by an Owner of a Unit subject to the Mortgage of such eligible holder, where such delinquency has continued for a period of sixty (60) days; provided, however, notwithstanding this provision, any holder of a first Mortgage, upon request, is entitled to written notice from the Association of any default in the performance by an Owner of a Unit of any obligation under the Declaration or By-Laws of the Association which is not cured within sixty (60) days; 

            c.         any lapse, cancellation, or material modification of any insurance policy maintained by the Association; or 

            d.         any proposed action which would require the consent of a specified percentage of eligible holders.

            7.2        Special Provision.   So long as required by the mortgage holders, the following provisions apply in addition to and not in lieu of the foregoing.  Unless (a) at least fifty-one percent (51%) of the first Mortgagees and (b) Voting Members representing at least two-thirds (2/3) of the total Association vote entitled to be cast thereon consent, the Association shall not: 

            a.         by act or omission seek to abandon, partition, subdivide, encumber, sell, or transfer all or any portion of the real property comprising the Common Area which the Association owns, directly or indirectly (the granting of easements for public utilities or other similar purposes consistent with the intended use of the Common Area shall not be deemed a transfer within the meaning of this subsection); 

            b.         change the method of determining the obligations, assessments, dues, or other charges which may be levied against an Owner of a Unit; 

            c.         by act or omission change, waive, or abandon any scheme of regulations or enforcement thereof pertaining to the architectural design or the exterior appearance and maintenance of Units and of the Common Area (The issuance and amendment of architectural standards, procedures, rules and regulations, or use restrictions shall not constitute a change, waiver, or abandonment within the meaning of this provision);           

            d.         fail to maintain insurance, as required by this Declaration; or 

            e.         use hazard insurance proceeds for any Common Area losses for other than the repair, replacement, or reconstruction of such property. 

            First Mortgagees may, jointly or singly, pay taxes or other charges which are in default and which may or have become a charge against the Common Area and may pay overdue premiums on casualty insurance policies or secure new casualty insurance coverage upon the lapse of an Association policy, and first Mortgagees making such payments shall be entitled to immediate reimbursement from the Association. 

            7.3        No Priority.   No provision of this Declaration or the By-Laws gives or shall be construed as giving any Owner or other party priority over any rights of the first Mortgagee of any Unit in the case of distribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Area.

            7.4        Notice to Association.   Upon request, each Owner shall be obligated to furnish to the Association the name and address of the holder of any Mortgage encumbering such Owner's Unit.

            7.5        Amendment by Board.   Should the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation subsequently delete any of their respective requirements which necessitate the provisions of this Article or make any such requirements less stringent, the Board, without approval of the Owners, may cause an amendment to this Article to be recorded to reflect such changes. 

            7.6        Applicability of Article VII.   Nothing contained in this Article shall be construed to reduce the percentage vote that must otherwise be obtained under the Declaration, By-Laws, or Tennessee law for any of the acts set out in this Article. 

            7.7        Failure of Mortgagee to Respond.   Any Mortgagee who receives a written request from the Board to respond to or consent to any action shall be deemed to have approved such action if the Association does not receive a written response from the Mortgagee within thirty (30) days of the date of the Association's request.


ARTICLE VIII

General Provisions 

            8.1        Exercise of Powers.       Until such time as the Association is formed and its Board of Directors is elected, Developer shall exercise any of the powers, rights, duties, and functions of the Association and/or its Board of Directors. 

            8.2        Duration.           The foregoing Restrictions (Article III hereinabove) shall be construed as covenants running with the land and shall be binding and effective for twenty-five (25) years from the date hereof, at which time they shall be automatically extended for successive periods of ten (10) years each unless it is agreed by vote of a majority in interest of the then Owners of the Properties to alter, amend, or revoke the Restrictions in whole or in part.  Every purchaser, or subsequent grantee of any interest in the Properties made subject to this Declaration, by acceptance of a deed or other conveyance therefore, agrees that the restrictions set forth in this Declaration may be extended as provided in this paragraph 8.2. 

            8.3        Amendment.      Except as provided below, the provisions of this Declaration my be amended by Developer, without joinder of the Owner of any Lot, for a period of five (5) years from the date of recordation of this instrument.  Thereafter this Declaration may be amended by the affirmative vote of at least two-thirds (2/3) of the Owners whose Lots are then subject hereto.  No such amendment shall become effective until the instrument evidencing such change has been filed of record.  Notwithstanding the foregoing, the Owners of Lots then subject hereto shall have no right to amend the provisions of Article II or paragraph 5.2, without the prior written consent of Developer. 

            So long as there is a Class "B" membership, any annexation of additional properties, dedications of common areas or Amendment of this Declaration shall be subject to HUD/VA prior approval. 

            Developer reserves the right to file any amendments that may be necessary to correct clerical or typographical errors in this Declaration, and to make any amendments that may be necessary to conform the Declaration with regulations of the Federal Home Loan Mortgage Corporation, Federal Housing Administration, the Veteran's Administration or other applicable regulation that may be necessary to assure Lender approval of the development. 

            8.4        Enforcement.     If any person, firm or corporation shall violate or attempt to violate any of these restrictions, it shall be lawful for any other person, firm or corporation owning any property within Polk Place to bring any action against the violating party at law or in equity for any claim which this Declaration or any restrictions herein may create in such other Owner or interested party either to prevent said person, firm, or corporation from so doing such acts or to recover damages for such violation.  The provisions of this paragraph 8.4 are in addition to and separate from the rights of the Association to collect Association fees.  Any failure by Developer or any property Owner to enforce any of said covenants and restrictions or other provisions shall in no event be deemed a waiver of the right to do so thereafter.  Invalidation of any one or more of these restrictions by judgment or court order shall neither affect any of the other provisions not expressly held to be void nor the provisions so voided in circumstances or applications other than those expressly invalidated, and all such remaining provisions shall remain in full force and effect together with the provisions ruled upon as they apply to circumstances other than those expressly invalidated.  Should any aggrieved Owner employ counsel to enforce any of the provisions of this Declaration or any covenants or restrictions herein, the prevailing party in any legal action shall be entitled to recover from the losing party the attorneys fees and expenses incurred in such action.  Whenever the Association employs legal counsel to assist in the enforcement of any of the provisions of the Declaration or the covenants or restrictions therein, after first having given notice and reasonable opportunity to the violator to cure any violation, the violator shall be held liable for the reasonable fees of the attorney, irrespective of whether suit is filed, and such liability shall become both a lien and a personal liability, as in the case of an assessment. 

            8.5        Headings and Binding Effect.      Headings are inserted only for convenience and are in no way to be construed as defining, limiting, extending or otherwise modifying or adding to the particular paragraphs to which they refer.  The covenants, agreements and rights set forth herein shall be binding upon and inure to the benefit of the respective heirs, executors, successors and assigns of the Developer and all persons claiming by, through and under Developer. 

            8.6        Unintentional Violation of Restrictions.     In the event of unintentional violation of any of the foregoing Restrictions with respect to any Lot, the Developer or its successors reserves the right (by and with the mutual written consent of the Owner or Owners for the time being of such Lot) to change, amend, or release any of the restrictions contained in this Declaration as the same may apply to that particular Lot. 

            8.7        Books and Records.       The books and records of the Association shall, during reasonable business hours, be subject to inspections by any Member upon five (5) days prior notice.  The Charter, the By-Laws of the Association, and this Declaration shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at a reasonable cost. 

            8.8        Conflicts.   In the event of any conflict between the provisions of this Declaration and the By-Laws of the Association, the provisions of this Declaration shall control. 

            8.9        Binding Effect.   The provisions of this Declaration shall be binding upon and shall insure to the benefit of the respective legal representatives, successors and assigns of Developer and the Present Owners and all persons claiming by, through, or under Developer or the Present Owners. 


ARTICLE IX

Regulation by the City of Franklin 

            Each Owner hereby agrees that the City of Franklin, Tennessee, is authorized and empowered to require the Corporation and each Owner, jointly and/or severally, to provide for the orderly maintenance and upkeep of the Community Common Properties.  In the event that the City of Franklin, Tennessee, or any agent thereof, determines that the Community Common Properties are being maintained in a manner which is dangerous or detrimental to the health, safety and welfare of the community, pursuant to the provisions of the Franklin Municipal Charter and Code, the City of Franklin, Tennessee, and its agents, may upon twenty (20) days' notice to the Corporation enter upon the Community Common Properties and make any repairs or improvements to the Community Common Properties which City of Franklin and its agents deem necessary to remedy such conditions.  Thereafter, the Corporation and each Owner shall be obligated to pay to the City of Franklin its costs for all improvements, work, and/or labor, supplied or furnished to the Community Common Properties.  The obligation to pay said costs shall be a personal obligation of the Corporation and each Owner, jointly and severally.  All such costs shall be paid to the City of Franklin, Tennessee, within fifteen (15) days of receipt from the City of Franklin, Tennessee, of a statement for such costs, which receipt shall be required to be served upon the President of the Corporation only.  All Unit Owners hereby waiver notice of receipt of said statement for such costs.  In order to secure payment at and after the due date, there shall arise a continuing lien and charge against each lot in favor of the City of Franklin, the amount of which shall include costs and reasonable attorneys' fees to the extent permissible by law.  The City of Franklin, Tennessee, may bring an action at law against the Corporation and/or any Owner, or foreclose the lien against any property owned by any Owner.  Neither the Corporation nor any Owner may waive or otherwise escape liability for the cost incurred by the City of Franklin, Tennessee, as described herein.  The provisions of this Article XIV are not subject to amendment without approval of the City of Franklin.


Article X

Developer's Reserved Rights 

            Any or all of the special rights and obligations of the Developer may be transferred to other persons, provided that the transfer shall not reduce an obligation nor enlarge a right beyond that contained herein, and provided further, no such transfer shall be effective unless it is in a written instrument signed by the Developer and duly recorded in the Register's Office for Williamson County, Tennessee.  Nothing in this Declaration shall be construed to require Developer, its general partners, or any successor to develop any of the property set forth in Exhibit "B" in any manner whatsoever. 

            Notwithstanding any provisions contained in this Declaration, the By-Laws, Articles of Incorporation of the Association, use restrictions, rules and regulations, design guidelines, and any amendments thereto, so long as construction and initial sale of Units shall continue, it shall be expressly permissible for Developer, its general partners, and any builder approved by Developer, to maintain and carry on upon such portion of the Properties as Developer and its general partner may deem necessary, such facilities and activities as, in the sole opinion of the Developer and its general partner, may be reasonably required, convenient, or incidental to Developer's, its general partner's, and such builder's development, construction and sales activities related to the Properties.  Developer, its general partner, and any such builder shall have an easement for access to such facilities. 

            This reserved easement shall constitute a burden on the title to the Properties and specifically includes, but is not limited to: (a) the right of access, ingress and egress for vehicular and pedestrian traffic over, under, in or on the Properties; (b) the right to tie into any portion of the Properties with driveways, parking areas and walkways; (c) the right to tie into and/or otherwise connect and use, replace, relocate, maintain and repair any device which provides utility or similar services including, without limitation, electrical, telephone, natural gas, water, sewer and drainage lines and facilities constructed or installed in, on, under and/or over the Properties; (d) the right to carry on sales and promotional activities on the Properties; and (e) the right to operate business offices, signs, construction trailers, model residences, and sales offices on the Properties.  The right to maintain and carry on such facilities and activities shall include specifically the right to use Units owned or leased by the Developer, its general partner, or any such builder, and any clubhouse or community center which may be owned by the Association, as model residences and sales offices, respectively.  Rights exercised pursuant to such reserved easement shall be exercised with a minimum of interference to the quiet enjoyment of affected property; reasonable steps shall be taken to protect such property, and damage shall be repaired by the person causing the damage at its sole expense. 

            No rights, privileges, and easements granted or reserved herein shall be merged into the title of the Properties, but shall be held independent of such title, and no such right, privilege, or easement shall be surrendered, conveyed, or released except by delivery of a quitclaim deed from Developer releasing such right, privilege, or easement by express reference thereto. 

            So long as Developer continues to have rights under this article, no person shall record any declaration of covenants, conditions and restrictions, or declaration of condominium or similar instrument affecting any portion of the Properties without Developer's review and written consent thereto, and any attempted recordation without compliance herewith shall result in such declaration of covenants, conditions and restrictions, or declaration of condominium or similar instrument being void and of no force and effect unless subsequently approved by recorded consent signed by the Developer.

            This Article may not be amended without the express written consent of the Developer; provided, however, the rights contained in this Article shall terminate upon the earlier of (a) twenty-five (25) years from the date this Declaration is recorded, or (b) upon recording by Developer of a written statement that all sales activity has ceased. 

            The rights set forth in this Article are in addition to Developer's rights stated elsewhere, and shall not be construed to limit or restrict such rights. 

            IN WITNESS WHEREOF, the undersigned, being the Developer herein, has hereunto set its hand and seal this 17th day of March, 1994. 

                                                            Polk Place One, L.P.,

                                                            A Tennessee Limited Partnership 

                                                            BY: Polk Place Development Corporation

                                                                General Partner 

                                                            BY: H. Douglas Holliday, President

                                                                H. Douglas Holliday, President

                                                                Polk Place Development Corporation 

STATE OF TENNESSEE

COUNTY OF Nashville 

            Before me Deborah S. Power, a Notary Public in and for the County and State aforesaid, personally appeared H. Douglas Holliday, Jr., with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who upon oath acknowledged himself to be the President of Polk Place Development Corporation, the General Partner of Polk Place One, L.P., a Tennessee Limited Partnership, the within named bargainer, and being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the General Partner, by himself as the President of the said General Partner of Polk Place One, L.P. 

            WITNESS my hand and seal at office in Nashville, Tennessee, this 17th day of March, 1994. 

Deborah S. Power
Notary Public

My Commission Expires: Nov. 1994 

112800ka.026